Pamela Adlon on the Story Behind Her Terrific Better Things Funeral Episode

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If the first season of FX’s Better Thingsinvited viewers into the extremely busy world of single mother and actress Sam Fox, the second season is letting us dwell in it. As the show’s creator, star, and director of the entire season, Emmy nominee Pamela Adlon isn’t rushing into anything. She lets each moment simmer and percolate, and is at ease leaving story threads hanging, the way life tends to do.

In Thursday night’s episode, “Eulogy,” written by Louis C.K., Sam confronts her children about their ingratitude in a half-hour that will go down as a classic. In a fit of frustration, Sam asks her daughters to throw her a funeral so that she can know how they really feel about her. As a director, Adlon gets the best out of young actresses Mikey Madison (Max), Hannah Alligood (Frankie), and Olivia Edward (Duke), who allow themselves to feel every emotion involved with this whopper of a maternal request.

Adlon spoke to Vulture about why she chose to direct all ten episodes of Better Things season two, her directing style, and the scripted and unscripted elements of “Eulogy,” an episode inspired by her own experiences as a single mother of three daughters.

You directed two episodes last year. Why did you decide this season to direct them all yourself?You know, it’s just easier. I know some people look at it like, “Why would you take that on?” It didn’t feel like I was taking on more. It was a natural evolution for me. I’m there anyway. Instead of sitting by and having somebody else set up my shots and frame, it’s me. And it was a lot simpler than I ever thought it would be. If you asked me ten years ago if I wanted to direct, I would be like, “No, no, no. I’m fine. I don’t know how to do any of that stuff.” But I’m somebody who asks questions, and I gain my knowledge and remember things. I’m still learning, but I absolutely loved it and it was an exhilarating experience.

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Had you directed anything prior to last season?I had done a few things in my youth. I directed a documentary and I did a bunch of filmmaking things, but this is the first professional thing I ever directed besides some theater.

Even though you’re taking on more work, it makes sense because this is a story you’ve created and you also perform it. They are different aspects of that same job, of telling Sam’s story.Absolutely. My show is very handmade to the bone, so it just would be the natural way. I can’t imagine bringing in somebody else to direct my show. Wouldn’t that be funny, if next season I had, like, Michael Bay come in and direct Better Things?I wonder what that would be like? [Laughs.]

The season has a very cinematic, contemplative tone. Did you know how you wanted it to look and feel as you were writing the scripts, or did that come later?That’s just something that happens. You start with what’s on the page. I had these beautiful scripts all locked and loaded that Louis and I wrote. We started writing it a year ago in October. Once I get those scripts in my pocket, my anxiety levels go way down because I know I’ve got everything. In terms of execution, it’s just on the day when you’re there. You’ve gotta leave enough space for your actors to bring stuff to the table, and whatever the weather’s doing that day or what the light’s like. Things can shift, and you have to be malleable. Every day is a different feeling and a change.

Are there any directors who you admire or influenced how you direct?Well, I’m very influenced by documentary filmmaking and independent filmmaking, by a lot of noir and films from the ’40s. Those are my favorite. And then filmmaking from the ’70s is a big influence for me.

What do you find the most challenging about taking this on?Every single thing is a challenge, so for me, it’s about separating myself. My first [assistant director] would come up to me and say, “I need to speak to the director Pamela now,” and I’d be like, “Okay, copy.” And then my script supervisor would come up to me and say, “I need to speak to the actor Pamela now,” and I would be like, “Okay, copy.” If I’m doing a voice-over session, like animation or something, and I’m doing three different voices, you’ve gotta separate them. You’ve gotta find the different places and do your different things. It’s the same here.

An actress who directed an episode of TV last year told me that she was having a hard time remembering to say, “Action!” and, “Cut!” when she was in the scenes, too.I don’t even care about that. I have my first AD say “action” and “cut.” Also, I have her not say “cut” because I like to keep it going to see what’s gonna happen at the end of a take. I always leave room for my actors to play.

Is it easy for you to direct your co-stars?I’ve made a rule that I just wanna see what they’re gonna do before I try to get in there and mess around. I have to trust my actors. It’s an important thing. It is a little bit scary, though. I had some world-class actors on my show this year, so you have to find a way to say, “Oh, I love that, but you know that little twinkle that you did before?” There’s a way that you can get what you need out of people, and also there’s a way to be satisfied with what they’re bringing. You can’t be married to an idea before an actor has fleshed out the role, you know what I mean?

When you’re designing the scenes, what visual elements are most important to you?For me, it’s my frame that I’m looking in and the light. Everything is about the light for me, and shaping the light, and doing all of that. That’s important. I never want to waste a frame. Every frame is an opportunity to see something beautiful.

Let’s talk about “Eulogy.” Where did the idea of having a funeral while you’re alive come from? One of my best friends, if I complain to her about my kids, she always says, “I didn’t have children.” And I always say, “Are you bragging or complaining?” And so, her line to me always would be, “They’ll love you when you’re dead.” And I’m like, “That really fucking sucks. I hate that. Can’t it start now?” The other thing I would say to people is, “My daughters fight all the time.” And people would say, “Oh, they’re gonna be best friends when they’re in their 20s and 30s.” I’m like, “No, I want it now. Now, now, now, now.” That idea is something that I talked about with Louis, and he ended up writing the script for “Eulogy” and just going with that. It just turned out so awesome.

When you watch the episode, how do you feel about it? I can see both sides: Sam’s frustration over feeling underappreciated and the kids feeling like she’s traumatizing them.People aren’t being careful when they’re home. They’re letting their hair down and they’re feeling comfortable. You don’t always say or do the right thing at home, but you know that you mean well and you can be forgiven. I see both sides, too. I see when Frankie goes, “Mom, you’re traumatizing us right now!” And then when Duke’s scared and I kill her, too. I’m like, “No, we’re dead together!” What I really love is, after Sam storms out, you see Tressa [Rebecca Metz] and Rich [Diedrich Bader] talk to these children as if they were peers. I love that because my friends are in my kids’ lives, and they’re there for them and they connect with them on a very real level. That’s very profound to me to see children and adults who aren’t their parents connecting in that kind of raw, real way.

Was the whole scene scripted? Parts of it felt very natural and maybe improvisational.Oh, yes. Completely.

Even at the end when you’re all dancing around Duke? Okay, well, in the first place, we were crying the whole fucking day. We were crying our eyes out. It was so intense. I had my camera guy above and doing all these circles and spins with the Steadicam. My production designer did that beautiful thing with the sheet and the candles, and then the picture of Duke and me pregnant. It was so intense. The dancing at the end, that was unscripted. That was just something that Luke Rocheleau, my Steadicam operator, just followed us. We just all spun around. Olivia laughing, that was all unscripted, that was spontaneous at the end. It was such a relief for us because we were all like, “Oh, God, it was so hard.” Really intense day.

Did it require special care with the young actors? To get them to where they needed to be, but also make sure they’re okay?Yeah. You know, basically I pulled Hannah and Mikey into a small room and I told them really terrible things about my life. [Laughs.]

Real things?Yeah, real things. We just talked about tragedies and stuff like that. Connecting to the emotion of what’s happening and letting yourself go and really getting behind the feeling. Mikey went there so hard that I had to even pull her back because it was too much.

What about Olivia? Sam comforts Duke by telling her she’s dead, too. How did you handle that with such a young actress?Olivia is an old soul. She has a level of maturity that most adults don’t have. She was quiet and stoic and still and respectful during the day. She loves to be involved and at the center of anything that is a community. And at the end, it was a celebration. It ended up being a celebration of her.

Was that filmed over the course of one day?Yes, this was one day. We called it the “bad funeral” and the “good funeral.” The bad one was shot the day before — that’s when Sam stomps out and they’re watching Project Runway. The good one is when Sam comes back and she and Duke are dead.

When you watch that scene now, what are you proudest of?From the first moment that Sam walks in and Rich is standing there and pulls his hood over his head, and you hear that beautiful music — [singing] “I saw God by the river” — I died. From that moment on, I get chills up my arms. My editor, Deb Simone, and I worked so fucking hard on this episode. It was difficult to edit. We did not know the way to attack it, and we went through many different versions of it, and then I showed it to Louis and he took a crack on it, and then I brought it back to Deb. That took us a long, long time to edit, and it turned out magnificently. Deb really cracked the code and did such a magnificent job, and then I wanted that song to flow throughout the scene. It’s such a mixture of the writing, the production design, the lighting, the editing, the acting, and the music all coming together, and it’s just explosive.

As a director, what was the hardest part of the funeral scene?The hardest part of directing is letting go in terms of actors. You can guide them so much, but you can’t ride actors because they’ll just wilt. I’m lying there and I’m thinking, “Oh, God, I hope that he brings the camera over here.” In between takes, I’m able to make adjustments and everything, but making an episode of television like this was exhausting and exhilarating. You know the acting class in the beginning? I wish that could have been half an hour. I had so much in that acting class. That was just so much fun and so beautiful to look at, but we had to get on with the story.

How many takes did you do of the “good” funeral?We did a few different passes, but we had two cameras going. I’d have one above Duke, and one on the podium, so then Frankie, Tressa, Max, and Rich all go to the podium. Then we did a pass with the two girls on the side watching, and then we did just another whole big, wide shot. Definitely not a brutal amount because it was a lot emotionally to go through that.

Was it Louis’s idea to have everybody say these beautiful things about Sam and then to have Duke say, “Hey, nobody said anything about me!” You know, that was my idea. [Laughs.] That’s one of my minimal contributions to the script, that she was like, “Nobody’s saying anything about me. Nobody cares!” But it was such a perfect moment, and it’s just so good because it brings everybody out of it. That was when we all could wipe the tears away and say, “Oh my God.” It’s such a breakthrough to hear these things. To hear your kids say these things about you was deeply profound for me. It was a very intense experience for me as a mom to hear that come out of my TV daughters’ mouths. It was just profound.

What about the spontaneous dancing? Did that happen on the first take? That’s something that came later. We were able to loosen up in terms of the equipment that was around and lights and stuff, and the whole room came alive. Luke is such a brilliant Steadicam operator, and we’re very symbiotic in the way we work together. He just kept up with us.

Why does Sam chant, “Death is in!” as she’s dancing around Duke?I’m quoting from the Bob Fosse movie All That Jazz, which was my inspiration for my show. The character Joe Gideon says, “Death is in, man. Death is in, man.” So that’s just a little tip of the hat to All That Jazz.